ACF STATUTES - ASSOCIATION PATHWAYS OF FATIMA(Approved in February 2016) CHAPTER I - NAME, HEADQUARTERS, SCOPE, PURPOSES AND DURATION Article 1 - (Denomination, Nature and Duration) 1. ACF - ASSOCIAÇÃO CAMINHOS DE FÁTIMA, hereinafter referred to as Association, is a legal person governed by private law, in the form of a non-profit association, with headquarters and venue in the city of Fátima, which is governed by these statutes and applicable legislation. 2. The Association is constituted indefinitely. Article 2 - (Headquarters) The Association is headquartered at the Fatima Tour Desk, located at Avenida D. José Alves Correia da Silva, s / n, 2495-402 Fátima, and may, by decision of the Board, create delegations in any other city. Article 3 - (Purpose) The purpose of the Association is: a) The promotion and defense of the Caminhos de Fátima, in all its dimensions; b) Aid to pilgrims and / or walkers; c) The defense and promotion of the cultural heritage of the Caminhos de Fátima. Article 4 - (Territorial scope) The Association will exercise its activity, primarily, throughout the national territory, being able, whenever justified, by deliberation of the General Council, to extend to other territorial spaces, namely those covered by the Caminhos de Santiago. Article 5 - (Main activities) With a view to pursuing its purpose, the Association may develop the following activities, namely: a) Define and certify the safest itineraries as official, whether within the Porto-Fátima or Lisbon-Fátima central sections, or on any of the complementary tracks that cross them; b) Promote, in conjunction with the Municipalities, their adequate physical qualification and subsequent maintenance; c) Promote, in conjunction with the Municipalities and other competent entities, their adequate signaling and maintenance; d) Diligent, in articulation with the Municipalities, in the sense of an adequate monitoring by the security forces, especially, in the most intense moments of use; e) To guarantee, in conjunction with the Municipalities, adequate coverage of basic support infrastructures, such as sanitary and waste collection infrastructures; f) Organize support programs and encourage coverage of the Caminhos de Fátima by an optimized network of services, accommodation units, catering units and / or others that are manifested as necessary; g) Maintain close communication and articulation with all agents who, at moments concentrated in time or more sporadically, provide services and / or support to walkers / pilgrims; h) Organize training programs in the area of support for pilgrims and / or walkers, management and maintenance of support infrastructures, training of guides or others that prove to be useful; i) Promote studies, research or publications about the phenomenon of the Paths of Fatima, pilgrimage or walking, in all its dimensions; j) To act, with the relevant bodies or institutions, both public and private, in the sense of defending, conserving and protecting the historical and cultural heritage of the Caminhos de Fátima; k) To develop all types of cultural activity related to the Paths of Fátima, its heritage or the Marian Pilgrimages, namely: conferences, congresses, seminars, publications, exhibitions or cultural exchanges; l) Institute prizes for works and / or projects related to the Paths of Fátima. CHAPTER II - ASSOCIATES Article 6 - (Associates) 1. The Association will consist of an unlimited number of members, which can be natural or legal persons. 2. The Association has the following categories of members: founders, regulars and honorary members. 3. Founding members are those who sign the Association's founding minutes. 4. Regular members are those who are admitted after the formation of the association, subject or not to the monthly fee, by resolution of the Board. 5. Honorary members are all natural or legal persons who have distinguished themselves for their work in the service of the development of the Association. Article 7 - (Rights of Associates) The founding and regular members have the following rights: a) Participate and vote in the General Council, b) Request the convening of extraordinary meetings of the General Council, under the terms of these statutes and the law; c) Examine the accounts, documents and other elements related to the Association's activities, in the eight days preceding the meetings of the General Council; d) Elect and be elected to the governing bodies; e) Propose the admission of new members. Article 8 - (Duties of Associates) They are the duties of the founding and regular members. a) Fulfill the statutory and regulatory obligations, as well as the resolutions of the governing bodies; b)Indicate every two years, in the case of a legal person, its representative on the General Council; c) Exercise functions in the bodies for which they are elected or appointed; d) Pay the participations and quotas that have been established; e) Collaborate in the activities of the association and contribute to the achievement of its statutory objectives. Article 9 - Exclusion of Associates 1. Those who: a) Request their disconnection, by means of a written communication to the Board; b) Allow the payment of dues to be delayed for more than one year; c) Fail to comply with statutory and regulatory obligations or seriously undermine the interests of the association. 2. The exclusion of founding or ordinary members is made known to the General Council. CHAPTER III - CORPORATE BODIES SECTION I - TYPES OF CORPORATE BODIES Article 10 - (Governing Bodies) 1. The association's governing bodies are: the General Council, the Management and the Fiscal Council. 2. Except as otherwise provided by law, or in these bylaws, the decisions of the governing bodies are taken by a simple majority of votes. 3. The mandate of the governing bodies is three years. SECTION II - THE GENERAL COUNCIL Article 11 - (Composition of the General Council) 1. The General Council is constituted by the founding and regular members in full enjoyment of their associative rights and their deliberations are sovereign, having as limits the mandatory legal provisions and the stipulated in these statutes. 2. General Council meetings are chaired by a Bureau made up of a President, a First Secretary and a Second Secretary. 3. It is the responsibility of the First Secretary to assist the President and replace him in his absences and impediments 4. The Second Secretary is responsible for writing the minutes of the meetings of the General Council. Article 12 - (Functioning of the General Council) 1. The General Council will meet twice a year, holding the first meeting by March 31st of each year, to discuss and vote on the annual report and accounts prepared by the Management and the respective opinion of the Audit Committee, related to the previous year, and its second meeting will be held until the 30th of November to discuss and vote on the activities plan and budget for the following year and for the holding of elections, when applicable. 2. The General Council meets extraordinarily whenever a meeting is called by the Chairman of the Board, on his own initiative or at the request of any founding member, of the Board, or of the Audit Committee and also of a third of the regular members. 3. The General Council meetings will be called at least 15 days in advance, in relation to the date scheduled for the meeting, by sending registered letters to all members. Article 13 - (Deliberation of the General Council) 1. The General Council may only deliberate on the first call with the presence of at least half of its members and provided that all founding members are represented. 2. After half an hour, the General Council will decide on a second call, with any number of members. Article 14 - (Competences) The General Council is the Association's highest decision-making body and is responsible for, namely: a) Define and approve the general lines of action of the Association; b) To elect the members of the respective board, the members of the Board and the members of the Fiscal Council; c) Appreciate and vote the Management report and accounts, as well as the opinion of the Audit Committee regarding the respective exercise; d) To appreciate and vote on the annual and multi-annual and investment plans to be carried out by the association; e) Deliberate on the admission of founding and regular members; f) Define the monthly membership fees; g) Deliberate on other matters of interest to the Association that by law or within the scope of the Statutes are not the responsibility of other corporate bodies. SECTION III - MANAGEMENT Article 15 - (Composition and Functioning of Management) 1. The Board consists of three members, a President and two Vice-Presidents. 2. The Board convened by the President will meet ordinarily once a month, or extraordinarily whenever the latter deems it necessary. 3. For the Board to validly meet, at least three members must be present, one of whom is the President. 4. Resolutions are taken by majority vote of the members present, with the President having the casting vote in the event of a tie. Article 16 - (Powers of the Directorate) 1. The Board of Directors is responsible for exercising all the powers necessary to carry out the activities and which correspond to the object of the Association, namely the following: a) Administer the assets of the Association and direct its activity, being able, for the purpose, to hire personnel, fixing the respective working conditions; b) Administer the assets ensuring their maintenance; c) Enter into contracts for the fulfillment of the Association's purposes; d) Constitute representatives, who will compel the Association according to the extension of the respective mandates; e) To prepare the annual plan, the annual report and accounts for the financial year, annual and multiannual investment plans, annual budgets and other documents of the same nature that are necessary for an adequate economic and financial management; f) Request the calling of the General Council; g) Represent the Association in court; h) Propose to the General Council the value of the shares. i) Perform the other duties provided for in the law and in the statutes, namely the power to delegate their powers. 2. The Directorate shall be assisted by a Secretary-General who is responsible for exercising the management functions delegated by the Directorate. Article 17 - (Binding of the Association) 1. The Association is bound by the joint signature of two members of the Board, one of whom must be the President or Vice-President. 2. The Board may appoint representatives, delegating specific powers to them for the practice of certain current acts, the Association being obliged, in this case, by the joint signature of a member of the Board and a representative. SECTION IV - THE FISCAL COUNCIL Article 18 Composition of the Fiscal Council The Fiscal Council is made up of a President, a Secretary and a Member. The Supervisory Board is made up of three members, who will elect the respective Chairman from among themselves, one of whom may be a representative of an Accountancy Society. Article 19 - (Competence of the Supervisory Board) 1. It is incumbent upon the Supervisory Board to examine, at least every six months, the economic and financial management of the Board and to present the respective report and opinion to the General Board and, as well, to monitor compliance with the law and the statutes. 2. The Supervisory Board has the right to examine all bookkeeping documents, or any other documents that must be provided by the Board, whenever they require it. 3. It is also incumbent upon the Audit Committee to give an opinion on the sale of assets that the Direction intends to carry out. 4. The Audit Committee will ordinarily meet at least once a semester and extraordinarily whenever the President calls it. CHAPTER IV - HERITAGE AND SOURCES OF RESOURCES FOR MAINTENANCE OF THE ASSOCIATION Article 20 - (Heritage) The Association's assets are: a) The product of the shares of its members; b) Goods, values, services and rights transferred or acquired to it. Article 21 - (Revenue) 1. The Association's revenues include: a) Members' shares and quotas; b) Remuneration for services rendered; c) Financial support obtained under national programs, and, or resulting from agreements or contracts with local, regional, national or foreign bodies; d) Subsidies, donations or bequests that you may receive in any capacity; e) Income from deposits made, reserve funds or any own assets; f) The provision of services contracted or filed with other entities; g) Any others that are legal and fall within the scope of the association. 2. All the revenues of the Association will be applied exclusively in pursuit of its statutory purposes. Article 22 - (Administrative and Financial Management) The association's administrative and financial management will be governed by the rules of private law, without prejudice to the limitations resulting from the public entity status of its members, as well as by the principle of budgetary balance between own revenues and general operating expenses, including personnel, rents and other expenses arising from the exercise of its activity. CHAPTER IV - FINAL AND TRANSITIONAL PROVISIONS Article 23 - (Amendment to the Statutes) The present Statutes can only be changed by the General Council, expressly called for this purpose, with a favorable vote of the majority of three quarters of the votes of the number of members present. Article 24 - (Dissolution and Liquidation) 1. The Association may be dissolved by the General Council, expressly called for this purpose, by a favorable vote of three quarters of the number of all founding and regular members. 2. When the Association is dissolved, the General Council shall immediately appoint the Liquidation Commission, defining its statute and indicating the destination of the liquid asset, if any. 3. The net assets, if any, will be distributed to the associates, according to and in proportion to the respective tender in goods or services for the assets of the association, whatever the form or time in which such tender has been held. 4. If one or more members proposes to continue the activities of the Association, they should preferably be awarded movable and immovable property, without prejudice to the rights of the other members.
